Universal Technical Institute (UTI) CEO discloses RSU awards and share withholding

Rhea-AI Filing Summary

Universal Technical Institute Inc. reported insider equity activity by its CEO and director, Jerome Alan Grant. On December 11, 2025, he acquired 72,233 shares of common stock, linked to restricted stock units that vest in three equal installments beginning on December 15, 2026, with each RSU representing one share of common stock. On the same date, the issuer withheld 80,391, 19,232, and 12,097 shares at a price of $24.55 per share to cover tax-withholding obligations tied to performance-based and time-based RSUs granted in December 2022 and December 2023. Following these transactions, Grant directly beneficially owned 499,531 shares of Universal Technical Institute common stock.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Grant Jerome Alan

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, $0.0001 par value	72,233	$0.00	--
Tax Withholding	Common Stock, $0.0001 par value	80,391	$24.55	$1.97M
Tax Withholding	Common Stock, $0.0001 par value	19,232	$24.55	$472K
Tax Withholding	Common Stock, $0.0001 par value	12,097	$24.55	$297K

Holdings After Transaction: Common Stock, $0.0001 par value — 611,251 shares (Direct)

Footnotes (1)

1. The restricted stock units ("RSU") vest in three equal installments beginning on December 15, 2026. Each RSU represents a contingent right to receive one share of issuer's Common Stock. Shares withheld by the issuer to satisfy tax-withholding obligations upon settlement of the performance-based restricted stock units granted on December 8, 2022. Shares withheld by the issuer to satisfy tax-withholding obligations upon vesting of restricted stock units granted on December 8, 2022. Shares withheld by the issuer to satisfy tax-withholding obligations upon vesting of restricted stock units granted on December 8, 2023.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Grant Jerome Alan

(Last) (First) (Middle)

4225 E. WINDROSE DRIVE, SUITE 200

(Street)

PHOENIX AZ 85032

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
UNIVERSAL TECHNICAL INSTITUTE INC [ UTI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.0001 par value	12/11/2025		A		72,233(1)	A	(2)	611,251	D
Common Stock, $0.0001 par value	12/11/2025		F		80,391(3)	D	$24.55	530,860	D
Common Stock, $0.0001 par value	12/11/2025		F		19,232(4)	D	$24.55	511,628	D
Common Stock, $0.0001 par value	12/11/2025		F		12,097(5)	D	$24.55	499,531	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The restricted stock units ("RSU") vest in three equal installments beginning on December 15, 2026.

2. Each RSU represents a contingent right to receive one share of issuer's Common Stock.

3. Shares withheld by the issuer to satisfy tax-withholding obligations upon settlement of the performance-based restricted stock units granted on December 8, 2022.

4. Shares withheld by the issuer to satisfy tax-withholding obligations upon vesting of restricted stock units granted on December 8, 2022.

5. Shares withheld by the issuer to satisfy tax-withholding obligations upon vesting of restricted stock units granted on December 8, 2023.

	/s/ Christopher Kevane, Attorney-in-Fact for Jerome Alan Grant	12/12/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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